CONVEYANCE AGREEMENT
Advanta Mortgage Corp. USA, Advanta Mortgage Corp.
Midatlantic, Advanta Mortgage Corp. Midatlantic II, Advanta Mortgage Corp.
Midwest, Advanta Mortgage Corp. of New Jersey, Advanta Mortgage Corp. Northeast,
Advanta Mortgage Conduit Services, Inc., Advanta Finance Corp., Advanta Mortgage
Receivables, Inc. and Advanta National Bank USA, as Affiliated Originators and
Advanta Mortgage Conduit Services, Inc., as Sponsor, pursuant to the Master Loan
Transfer Agreement dated as of February 15, 1995 (the "Mortgage Transfer
Agreement") among themselves and Bankers Trust Company of California, N.A. as
conduit trustee (the "Conduit Trustee"), hereby confirm their understanding with
respect to the conveyance by each Affiliated Originator and the Sponsor of those
Mortgage Loans listed on the attached Schedule of Mortgage Loans (the
"Transferred Mortgage Loans") from the Conduit Acquisition Trust to the Advanta
Mortgage Loan Trust 1996-4 (the "Trust").
Conveyance of Transferred Mortgage Loans. Each Affiliated
Originator and the Sponsor, concurrently with the execution and delivery of this
Conveyance Agreement, does hereby irrevocably transfer, assign, set over and
otherwise convey, and does direct the Conduit Trustee to convey:
(i) from the Conduit Acquisition Trust to the Trust, without
recourse (except as otherwise explicitly provided for herein) all of its right,
title and interest in and to the Transferred Mortgage Loans being conveyed by
it, including specifically, without limitation, the Mortgages (as such term is
defined in the "related Advanta Pooling Agreement"), the Files and all other
documents, materials and properties appurtenant thereto and the Notes, including
all interest and principal received by such Affiliated Originator on or with
respect to such Transferred Mortgage Loans on or after the related Cut-off Date,
together with all of its right, title and interest in and to the proceeds
received on or after the related Cut-off Date of any related insurance policies.
If an Affiliated Originator cannot deliver the original
Mortgage or mortgage assignment with evidence of recording thereon concurrently
with the execution and delivery of this Conveyance Agreement solely because of a
delay caused by the public recording office where such original Mortgage or
mortgage assignment has been delivered for recordation, such Affiliated
Originator shall promptly deliver to Bankers Trust Company of California, in its
capacity as Trustee (the "Trustee") such original Mortgage or mortgage
assignment with
evidence of recording indicated thereon upon receipt thereof from the public
recording official.
The costs relating to the delivery of the documents specified
in this Conveyance Agreement shall be borne by each Affiliated Originator.
The Affiliated Originators hereby make the Representations and
Warranties set forth in Section 5(b) of the Master Transfer Agreement with
respect to the Transferred Mortgage Loans, together with the following
additional representation and warranty:
As of the Closing Day, no Mortgagor is currently a debtor in a
case under Title 11 of the United States Code, or any similar state insolvency
proceeding.
Bankers Trust Company of California, N.A., in its capacity as
Trustee, and the Trust are intended beneficiaries of this Agreement and of the
foregoing representations, warranties and agreements.
The "Cut-Off Date" with respect to such Transferred Mortgage
Loans shall be December 1, 1996.
All terms and conditions of the Master Transfer Agreement are
hereby incorporated herein; provided that in the event of any conflict the
provisions of this Conveyance Agreement shall control over the conflicting
provisions of the Master Transfer Agreement.
For purposes of this Conveyance Agreement, the "related
Advanta Pooling Agreement" with respect to the Transferred Mortgage Loans is the
Pooling and Servicing Agreement dated as of December 1, 1996 by and among the
Sponsor, Advanta Mortgage Corp. USA and Bankers Trust Company of California,
N.A.
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Terms capitalized herein and not defined herein shall have
their respective meanings as set forth in the Mortgage Transfer Agreement.
ADVANTA MORTGAGE CORP. USA
ADVANTA MORTGAGE CORP. MIDATLANTIC
ADVANTA MORTGAGE CORP. MIDATLANTIC II
ADVANTA MORTGAGE CORP. MIDWEST
ADVANTA MORTGAGE RECEIVABLES, INC.
ADVANTA MORTGAGE CORP. OF NEW JERSEY
ADVANTA MORTGAGE CORP. NORTHEAST
ADVANTA MORTGAGE CONDUIT SERVICES, INC.
ADVANTA FINANCE CORP.
ADVANTA NATIONAL BANK USA,
as Affiliated Originators
By:
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
ADVANTA MORTGAGE CONDUIT SERVICES,
INC., as Sponsor
By:
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Name: Xxxx X. Xxxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY OF CALIFORNIA,
N.A. as Trustee
By:
-------------------------------------
Name:
Title:
Dated: December 19, 1996
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